St. Elias Files Management Information Circular for Annual and
Special Meeting and Advises Shareholders to Support Company's
Nominees
VANCOUVER, British Columbia,
Dec. 3, 2012 /PRNewswire/ -- St.
Elias Mines Ltd. (SLI – TSX:V) (Frankfurt Exchange: EKL)
(U.S. Clearing Symbol: SELSF) today announced that it has filed and
is mailing its Management Information Circular for the Annual and
Special Meeting of Shareholders (the "Meeting") scheduled for
December 27, 2012.
At the Meeting, shareholders will be asked to approve
resolutions to elect five directors, to approve St. Elias'
incentive stock option policy and to appoint an auditor for the
Company.
"This year's Annual and Special Meeting of Shareholders is
particular important for the future of our Company," said
Lori McClenahan, President and CEO.
"More than ever, it is crucial that the St. Elias Board has the
right mix of experience and expertise to oversee the company for
the benefit of all shareholders."
St. Elias has received notice that Mr. Gilby Len Hastman, an electrician from
Spruce Grove, Alberta, intends to
put forward five potential nominees in opposition to the Company's
nominees for election to the St. Elias Board. As described in more
detail in a letter to shareholders included in this news release,
two of the potential nominees are prohibited by the Company's
articles from being elected at this meeting because they did not
provide their consent to serve within the time frame established
under the Company's articles. Based on biographies provided to St.
Elias, the remaining three have insufficient experience to lead St.
Elias.
St. Elias urges shareholders to carefully review the Letter to
Shareholders and the Management Information Circular and vote only
the WHITE proxy well in advance of the proxy voting deadline of
Friday, December 21, 2012 at
11:00 A.M. (Vancouver time).
St. Elias' Letter to Shareholders and Circular have been filed
on SEDAR and posted to St. Elias' website at
http://steliasmines.com/.
Voting Instructions
St. Elias recommends that shareholders vote only the WHITE
proxy:
- FOR the five St. Elias director nominees
- FOR the incentive stock option plan
- FOR the appointment of auditors
- FOR an Amendment to the articles of the Company to remove
staggered terms for the Board
Letter to Shareholders
The complete Letter to Shareholders from St. Elias follows:
Dear Shareholders,
Our shareholder meeting is coming up. It will take place:
- Thursday, December 27, 2012 at
11:00 A.M. (Vancouver time)
- 2900 - 550 Burrard Street
- Vancouver, British Columbia,
V6C 0A3
We will be asking shareholders to vote their WHITE proxy in
support of Management and our proposed nominees for the Board.
You do not need to attend the meeting to vote – you can do so in
advance of the meeting and instructions to do so are included in
the enclosed Management Information Circular.
Your Careful Attention Is Needed
St. Elias has nominated five directors who have the relevant
experience and expertise needed to lead the Company forward. Mr.
Gilby Len Hastman of Spruce Grove, Alberta, has informed the
Company that he intends to put forward himself and four other
nominees for election to the St. Elias Board.
Two of Mr. Hastman's proposed nominees, James E. Rainbird and Richard Alexander Defreitas, are prohibited by
the Company's articles from being elected at this meeting because
they did not provide their consent to serve within the time frame
established under the Company's articles. As for Mr. Hastman and
his other two potential nominees, our primary concern is their lack
of relevant experience.
Of the three remaining proposed nominees, and based on
biographies provided to us, Mr. Hastman and Darcy Kim Hastman are electricians and
Ted E.R. Rutherglen is a Human
Resources Manager. These three individuals do not have any
experience in mineral exploration or corporate finance. Moreover,
they have no prior service as a director of any publicly traded
company. In our opinion, this lack of relevant experience suggests
that these three potential nominees are not qualified to lead St.
Elias.
In contrast, the director nominees proposed by St. Elias
collectively have deep expertise in mineral exploration, geology,
public companies and finance. To prevent the possibility of
individuals with insufficient experience from taking control of our
Company, we urge shareholders to vote their WHITE proxy in support
of Management. Below, we outline why Management is asking for your
support.
Our Company Is Making Progress Despite Challenges
There is no doubt that this has been a challenging year for our
Company, and for mining exploration in general, but we continue to
make progress. As much as we all wish otherwise, we cannot control
our share price. Management remains focused on the factors that we
can control that will help determine our success:
- We are in a solid financial position, with more than
$3 million in working capital as at
August 31, 2012.
- We have identified how we can most effectively advance our
projects at minimal cost to our shareholders:
- Option agreements in place will allow us to conduct exploration
activities on a number of projects at little or no cost to us.
- We are transparent about the risks inherent in our
business:
- Mineral exploration is risky. As we saw after drilling our
Tesoro Gold project earlier this
year, mineralization in economic quantities can be hard to locate,
even with the best science. Shareholders must understand the risks
as well as the potential of our projects and we are committed to
communicating on both fronts.
- We communicate regularly with the market and our shareholders
in accordance with disclosure best practices:
- We have improved our communications: we've recently updated our
website, established a new disclosure policy that codifies our
longstanding disclosure practices, and hired Danny Aaron to stay in touch with
you.
- We are applying our many years of mineral exploration and
management expertise to move the Company and its projects
forward:
- In Peru, our flagship
Tesoro Gold project is one of six
properties that have excellent potential. Of our other properties
in Peru, three are progressing at
little cost to us thanks to the option agreements we have put in
place. At Cueva Blanca, for example, we've recently announced a
10,000-metre, $2.5 million drilling
program that will mainly be funded by another company. At another
optioned property, Chance E (adjacent to Tesoro) we've recently
disclosed gold assays from three surface geochemical samples.
Our Enhanced Governance
We have a strong and experienced management team and Board. That
said, we are a junior company and recognize that we need to grow
alongside our projects. For this reason we are making certain
changes to enhance corporate governance. This will provide an
additional level of reassurance to you, our shareholders, that your
board is acting to protect your interests. Immediately after the
meeting we are committed to establishing:
- An entirely independent Audit Committee.
- Two new Board committees: a Nominating Committee to select
future directors and a Compensation Committee to determine how our
executives are paid.
Elimination of Staggered Board Provisions
At the request of the TSX Venture Exchange, St. Elias has put a
special resolution forward to amend the Company's articles by
removing the staggered board provisions. The amendment is intended
to comply with the Exchange's requirement that listed companies
hold elections for all directors on an annual basis.
Unfortunately, the Exchange notified us that it wanted us to
change our staggered board provisions only after we had announced,
on October 29, 2012, that we would
hold our shareholders meeting at the end of November. We
subsequently cancelled that meeting and scheduled a replacement
meeting after we completed discussions with the Exchange on an
acceptable voting and amending process.
As a result, the Company is putting forward nominees for all
five director positions. The details of the voting and amending
process are fully described in the Management Information Circular.
St. Elias urges shareholders to vote FOR the amendment to the
Company's articles.
Vote For the St. Elias Nominees
Of the five St. Elias nominees, four are current directors and
one, geologist Robert Krause, is
new. St. Elias urges shareholders to vote FOR all five nominees
based on their excellent credentials, as described below:
- Lori McClenahan has deep
experience in all aspects of St. Elias' business. She has led St.
Elias as President, CEO and Director since inception in 1997.
During this period she has, among other things:
- Established the Company's strategy and arranged the financings
that have kept St. Elias going,
- Selected and inspired the Company's employees and consultants
who form St. Elias' executive team, and
- Negotiated numerous contracts with independent exploration
consultants, contract drillers, and other parties.
- Tina Whyte was first elected to
the Board in November 2011 and has
served as corporate secretary since November
2010. In this capacity, Tina is responsible for the
Company's corporate, legal and regulatory affairs. Tina's expertise
spans a wide range of corporate and financial issues including
stock exchange listings and listings maintenance, public and
private financings, pre-IPO venture financings, secondary
offerings, debt and equity private placements and prospectus
offerings, stock option and share compensation plans. Tina gained
extensive experience in corporate finance and securities law while
working at a variety of Vancouver
based law firms including her prior employment as a Senior
Securities Paralegal with Vector Corporate Finance Lawyers from
2006 until 2010.
- Paul McDonald joined the Board
in January 2012. He has 40 years of
experience in financing and development of growth companies in the
resource sector. Mr. McDonald has been a Vice-President of the
Montreal Stock Exchange and was principal owner and president of
Grant Johnson Securities. He has had numerous appointments to
corporate boards, including Sullivan Mining Group and Chemalloy
Minerals Corporation. He is currently a director of NASDAQ-listed
Nymox Pharmaceutical Corporation of Hasbrouck Heights, New Jersey. Mr. McDonald
has a law degree from McGill University
in Montreal.
- Donald Bastien, who joined the
Board in January 2012, is a Corporate
Director and Business Consultant. He retired this year as Senior
Vice-President and General Manager of CTV Montreal, a position he
held starting in 2001. He brings extensive business and operations
experience to the St. Elias Board. He is a community leader,
serving as a member of the Board of Directors of the Quebec Lottery
Corporation and the St. Mary's Hospital Foundation. He is also
vice-president of the executive committee and chairman of the
special events committee of the Mental Illness Foundation.
- Robert Krause, a consulting
geologist since 1985, has extensive international exploration
experience. In the 1990's he was project geologist for Vancouver-based Milagro Minerals Inc., which
was acquired by a senior producer after discovering a one million
ounce gold deposit in Honduras.
Mr. Krause is President of his own geology consulting company and
vice-president of exploration for Vancouver-based Pacific Cascade Minerals Inc.
From 2003 to 2009 he was senior geologist for Auracle Resources
Ltd., also of Vancouver. Mr.
Krause has a Bachelor of Science (Geology major) from the
University of British Columbia. He is a
director and member of the Audit Committee of the Vancouver-based exploration company, Solid
Gold Resources Corp and he is a former director and member of the
Audit Committee of another Vancouver-based exploration company, Canada
Strategic Metals Inc.
These five directors are the right people to guide our progress
as we move forward.
*****************
We are grateful for your past support and look forward to
another year of progress. We believe that our nominees provide the
right mix of credentials and expertise needed to move our company
forward.
Please allow us to continue our work for the benefit of you, the
shareholder.
Please review the enclosed Management Information Circular and
vote only the WHITE proxy. Vote today. If you have questions or
seek assistance with voting your WHITE proxy, please call our proxy
solicitation agent, Georgeson toll free at: 1-888-605-8412 or
askus@georgeson.com.
Yours truly
St. Elias Mines Ltd.
"Lori
McClenahan"
Lori McClenahan
President and CEO
About St. Elias
St. Elias is a gold-focused
exploration company led by an experienced management team and
active in Peru and British Columbia. St Elias' properties have
high potential and are located in two of the most prolific mining
regions of the world. For additional information on St. Elias and
its projects, please visit us at www.steliasmines.com or
call Danny Aaron at 1-888-895-5522
(toll free US and Canada).
If you have questions or need assistance voting your shares,
contact our proxy solicitation agent, Georgeson Shareholder
Communications Canada Inc. at 1-888-605-8412 (North American toll
free) or email: askus@georgeson.com.
ST. ELIAS MINES LTD.
(signed "Lori
McClenahan")
Lori
McClenahan, President
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This News Release may contain forward-looking statements
including, but not limited to, comments regarding the timing and
content of upcoming work programs, geological interpretations,
potential mineral recovery processes, etc. Forward-looking
statements address future events and conditions and therefore
involve inherent risks and uncertainties. Actual results may differ
materially from those currently anticipated in such
statements.
SOURCE St. Elias Mines Ltd.